THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND Supbine AND GOVERN USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE SERVICE.
By accepting these Terms, or by accessing or using the Service or Site, or authorizing or permitting any Agent or End-User to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Supbine that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms “Subscriber,” “You,” “Your” or related capitalized terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means any Supbine accounts or instances created by or on behalf of Subscriber or its Agents within the Service.
Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Agent: means an individual authorized to use the Service through Your Account for such Service as an agent and/or administrator as identified through a unique login.
API: means the application programming interfaces developed and enabled by Supbine that permits Subscriber to access certain functionality provided by the Service, including without limitation, the Supbine REST API that enables the interaction with a Supbine instance automatically through HTTP requests and the Supbine application development API that enables the integration of a Supbine instance with other web applications.
Confidential Information: means all information disclosed by You to Supbine or by Supbine to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Your Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
Directive: means Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by Supbine to You, Agents or End-Users through the Site or otherwise.
End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using the Service.
Form: means any Supbine generated service order form executed or approved by You with respect to Your subscription to the Service, which form may detail, among other things, the number of Agents authorized to use the Service under Your subscription to the Service and the Service Plan(s) applicable to Your subscription to the Services.
Other Services: means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or which You may connect to or enable in conjunction with the Services, including, without limitation, Other Services which may be integrated directly into Your Account.
Personal Data: means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.
Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service: means the on-demand Supbine customer service solution and tools provided by Supbine, including, individually and collectively, Software, the API and any Documentation. Any new or modified features added to or augmenting or otherwise modifying the Service or other updates, modifications or enhancements to the Service (“Updates”) are also subject to these Terms and Supbine reserves the right to deploy Updates at any time. You understand and agree that the Services may be sold separately or as a bundle; and, that individual Services may be subject to separate and distinct Service Plans.
Service Plan(s): means the service plan(s) and the functionality and services associated therewith (as detailed on the Site) for which You subscribe with respect to any Agent.
Site: means "supbine.com" and other websites that Supbine operates.
Software: means software provided by Supbine (either by download or access through the internet) that allows an Agent or End User to use any functionality in connection with the Service.
Subscription Term: means the period during which You have agreed to subscribe to the Service with respect to any individual Agent.
Your Data: means all electronic data, text, messages or other materials submitted to the Service by You, Agents and End-Users in connection with Your use of the Service, including, without limitation, Personal Data.
Supbine: means Supbine, IVS., a Danish corporation or any of its successors or assignees. In these Terms, Supbine may also be referred to through the use of “We” or “Our.”
Supbine Group: means Supbine, IVS., a Danish Corporation together with all its Affiliates.
Supbine Payment Agent: means Supbine, IVS., a Danish Corporation together with all its Affiliates.
2.1 During the Subscription Term and subject to compliance by You, Agents and End Users with these Terms, You have the limited right to access and use the Service consistent with the Service Plan(s) that You subscribe to for Your internal business purposes. You may not use the Service to provide customer service, support or other outsourced business process services to more than one third party (other than Affiliates) through a single Account. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by Supbine from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in writing.
2.2 A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, “browser” software that supports protocols used by Supbine, including Secure Socket Layer (SSL) protocol or other protocols accepted by Supbine, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Agents or End Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Supbine. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.3 In addition to complying with the other terms, conditions and restrictions set forth below in these Terms, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorized Agents and End Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Service To Process data on behalf of any third party other than Agents or End Users; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any sponsorship or association with Supbine, (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Supbine; (l) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or (m) try to use, or use the Service in violation of these Terms.
2.4 You are responsible for compliance with the provisions of these Terms by Agents and End Users and for any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of individual Agents available under the Service Plan for which You subscribed, access to and use of the Service is restricted to the specified number of individual Agents permitted under Your subscription to the Service. You agree and acknowledge that each Agent will be identified by a unique username and password (“Login”) and that an Agent Login may only be used by one (1) individual. You will not share an Agent Login among multiple individuals. The foregoing shall not be deemed to limit Your use of Our Multi-Branding and Light Agent features if Your Service Plan includes these features. You and Your Agents are responsible for maintaining the confidentiality of all Login information for Your Account.
2.5 In addition to Our rights as set forth in Section 9.4, Supbine reserves the right, in Supbine’s reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service (of which Supbine will use commercially reasonable efforts to notify You in advance both through Our forum page and a notice to Your Account owner and Agents) (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account or use of the Service by You, Agents or End Users. We will use commercially reasonable efforts to schedule Planned Downtime for weekends (Pacific Time zone) and other off-peak hours.
3.1 Subject to the express permissions of these Terms, You and Supbine will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this Section 3 shall supersede any non-disclosure agreement by and between You and Supbine entered prior to these Terms that would purport to address the confidentiality of Your Data and such agreement shall have no further force or effect with respect to Your Data.
3.2 Supbine will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data. These safeguards include encryption of Your Data in transmission (using SSL or similar technologies), except for certain Other Services that do not support encryption, which You may link to through the Service at Your election. Our compliance with the provisions of this Section 3.2 shall be deemed compliance with Our obligations to protect Your Data as set forth in Section 3.1.
3.3 You agree that Supbine and the service providers it utilizes to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations The Supbine Group may also access or disclose information about You, Your Account, Agents or End Users, including Your Data, in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect Supbine Group’s or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Services; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Agents and End Users to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title and interest in and to the Service and all hardware, Software and other components of or used to provide the Service, including all related Intellectual Property Rights, will remain with and belong exclusively to Supbine. Supbine shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents or End Users. Supbine®, and Supbine’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Supbine (collectively, “Marks”), and You may only use such Marks to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Supbine, its services or products.
If You decide to enable, access or use Other Services, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against Supbine with respect to such Other Services. Supbine is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You are expressly permitting Supbine to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Other Service.
If Your Service Plan and subscription to the Service allows You to use the Supbine Voice™ service, You understand and agree that (a) the Service is not intended to support or carry emergency calls to any emergency services such as public safety answering points, (b) Supbine will not be held liable for any claim, damages or loss (and You hereby waive any and all such claims or causes of action), arising from or relating to Your (or Agents or End Users) inability to use the Service to make such emergency calls, (c) You are solely responsible for Your operation of Supbine Voice in compliance with all applicable laws in all jurisdictions governing use of the Service by You, Agents and End Users, including but not limited to telephone recording and wiretapping laws, and (d) You will defend, hold harmless and indemnify Supbine from and against any third party claim arising from any of the foregoing. Supbine may disable the phone numbers provided to You if unused or substantially underused for sixty (60) days, or if Your subscription to the Service, Account or rights to access and/or use the Service is otherwise suspended, terminated, or cancelled. Use of Supbine Voice is subject to the payment of additional fees and charges, including, without limitation, the phone call rates as detailed on the Site. When enabling Supbine Voice, You are consenting, on behalf of You and Your Agents and End-Users to the Processing of Your Data (as generated by or necessary for the provision or operation of Supbine Voice) by the third party service provider we utilize to provide Supbine Voice.
7.1 Unless otherwise indicated on a Form referencing these Terms and subject to Section 7.2, all charges associated with Your access to and use of the Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term. Subscription Charges for Supbine Voice may be charged in arrears or, at Our election, by requiring You to prepay for expected usage. If You fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You, Agents and End Users.
7.2 If You choose to upgrade Your Service Plan or increase the number of authorized Agents during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
7.3 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Supbine does not accept any liability for such loss. Supbine reserves the right to contact You about special pricing if You maintain an exceptionally high number of End Users, an unusually high monthly ticket ratio per Agent, an unusually high level of open tickets or other excessive stress on the Service.
7.4 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Supbine based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
7.5 If You pay by credit card or certain other payment instruments, the Service provides an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Supbine Payment Agent, or they may obtain a receipt from within the Service to track subscription status. You hereby authorize the Supbine Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan until You terminate Your Subscription, and You further agree to pay any Subscription Charges so incurred. Supbine and the Supbine Payment Agent use a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for Supbine and the Supbine Payment Agent.
8.1 Supbine may choose to offer credits in regards to some or all of the Service. Credits may be accumulated by You in various ways, including but not limited to, Your redemption of coupons; awarded via promotional campaigns; and referrals. Supbine reserves the right to award credits at its sole discretion. Credits have no monetary or cash value and can only be used by You to offset Your subsequent payments of Subscription Charges. Credits may only be applied to Subscription Charges due for the Service specifically identified by Supbine when issuing the credit. Credits can only be used by You and are non-transferable.
8.2 To the extent that You have been awarded credits, unless the instrument (including any coupon) states an earlier expiration date, these credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued.
9.1 Either You or Supbine may elect to terminate Your Account and subscription to the Services as of the end of Your then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and subscription to the Service is so terminated, Your subscription to the Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences.
9.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once Your Account is cancelled.
9.3 If You terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Sections 2.5(c) or 9.4, in addition to other amounts You may owe Supbine, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by Supbine, provided that You provide advance notice of such breach to Supbine and afford Supbine not less than thirty (30) days to reasonably cure such breach.
9.4 Supbine reserves the right to modify, suspend or terminate the Service (or any part thereof), Your Account or Your and/or Agents’ or End Users’ rights to access and use the Service, and remove, disable and discard any of Your Data if We believe that You, Agents or End Users have violated these Terms. This includes the removal or disablement of Your Data in accordance with Our Copyright Infringement Notice and Takedown Policy available at legal documents. Unless legally prohibited from doing so, Supbine will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Supbine shall not be liable to You, Agents, End Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End Users may be referred to law enforcement authorities at Our sole discretion.
THE SITE AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Supbine EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Supbine DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM Supbine OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, Supbine’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 11.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Supbine WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Supbine HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.
11.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, Supbine’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12.1 Supbine will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). Supbine shall, at its expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Supbine for such defense, provided that (a) You promptly notify Supbine of the threat or notice of such IP Claim; (b) Supbine will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Supbine in connection therewith. If use of the Services by You, Agents or End Users has become, or in Supbine’s opinion is likely to become, the subject of any such IP Claim, Supbine may at its option and expense (a) procure for You the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Supbine, terminate Your subscription to the Services and repay You, on a pro-rated basis, any Subscription Charges previously paid to Supbine for the corresponding unused portion of Your Subscription Term. Supbine will have no liability or obligation under this Section 12.1 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service by anyone other than Supbine; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by itself be infringing. The provisions of this Section 12.1 state the sole, exclusive and entire liability of Supbine to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You, Agents or End Users.
12.2 You will indemnify and hold Supbine harmless against any claim brought by a third party against Supbine arising from or related to use of the Service by You, Agents or End Users in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that Supbine promptly notifies You of the threat or notice of such a claim.
13.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without Supbine’s prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign Our agreement with You to any member of the Supbine Group or in connection with any merger or change of control of Supbine or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
13.2 These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between You and Supbine with regard to the subject matter hereof. These Terms and any Form(s) shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any Entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features or functionality Supbine offers through the Services (the “Additional Terms”). In those instances, Supbine will notify You of such Additional Terms prior to the activation of these features or functionality and the activation of these features or functionality in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when You or any Agent authorized as an administrator in Your Account activate the feature or functionality. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.
13.3 We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Service following the effective date of any such amendment may be relied upon by Supbine as Your consent to any such amendment. Supbine’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
The Service and other Software or components of the Service which Supbine may provide or make available to You, Agents or End Users may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Service, Software and such other components by You, Agents and End Users. You shall not access or use the Service if You are located in any jurisdiction in which the provision of the Service, Software or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You shall not provide access to the Service to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) You shall not permit Agents or End Users to access or use the Service in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You, Agents and End Users are located.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
Sections 1, 3, 4 and 9-19 shall survive any termination of our agreement with respect to use of the Service by You, Agents or End Users. Termination of such agreement shall not limit Your or Supbine’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
Payments made by credit card, debit card or certain other payment instruments are billed and processed by Supbine if denominated in U.S. dollars and by Supbine International Ltd. if denominated in a currency other than the U.S. dollar. To the extent that any such entity billing or processing this transaction (the “Billing Entity”) is not Supbine, the Billing Entity is acting solely as a billing and processing agent for and on behalf of Supbine and shall not be construed to be providing the Service. You are contracting with and the Service is provided and delivered by Supbine.
All notices to be provided by Supbine to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or mail to the contact mailing address provided by You on any Form; or (ii) electronic mail to the electronic mail address provided for Your Account owner. You must give notice to us in writing by Courier to the following address: Supbine, IVS., Attn: Legal Department, Pallasvaj 11, 7100 DENMARK. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
These Terms shall be governed by the laws of Denmark and the European Union without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of Kolding, Denmark, for the purpose of resolving any dispute relating to the Terms or access to or use of the Service by You, Agents or End Users.
To mark its commitment to privacy, Supbine has entered into a number of voluntary data privacy programs, including the TRUSTe® Privacy Certification Programs, and the U.S. – EU and the U.S. – Swiss Safe Harbor Frameworks. We have received TRUSTe’s Privacy Seal signifying that this privacy statement and our practices have been reviewed for compliance with the TRUSTe program viewable on the validation page available by clicking the TRUSTe seal. The TRUSTe certification covers only our collection, use and disclosure of information we collect through our website www.supbine.com and our Service. The use of information collected through our Service shall be limited to the purpose of providing the Service for which you have engaged Supbine.
Supbine has certified compliance with the U.S. – EU and U.S. – Swiss Safe Harbor Frameworks as set forth by the United States Department of Commerce. Supbine and the other entities that comprise the Supbine Group are committed to adherence to the principles set forth in these frameworks regarding the collection, use and retention of personal information from EU member countries and Switzerland as well as related principles of notice, choice, onward transfer, security, data integrity, access and enforcement. To learn more about the Safe Harbor program, and to view Supbine’s certification, please visit http://www.export.gov/safeharbor/. If you have questions or complaints regarding our Policy or practices, please contact us at [email protected] If you are not satisfied with our response or we do not respond to your query within thirty (30) days, you can contact TRUSTe here.
In this Policy, personal information means information or an information set that identifies or could be used by or on behalf of Supbine to identify an individual and includes Personal Data as such term is defined in our Terms of Service. Except as described in this Policy, Supbine will not give, sell, rent or loan any personal information to any third party.
Personal information does not include Usage Data which we define as encoded or anonymized information or aggregated data that we may collect about a group or category of services, features or users which does not contain personally identifying information. Usage Data helps us understand trends in usage of the Service so that we can better consider new features or otherwise tailor the Service. In addition to collecting and using Usage Data ourselves, we may share Usage Data with third parties, including our customers, partners and service providers, for various purposes, including to help us better understand our customers’ needs and improve the Service as well as for advertising and marketing purposes. We do not share Usage Data with third parties in a way that would enable them to identify you personally.
When you register for the Service, we ask for personal information such as your name, address, phone number, e-mail address and credit card information, as well as certain related information like your company name and website name. We also collect personal information such as an email address and a name or alias of any Agents or End-Users you authorize to log into and utilize the Service in connection with your Account and a password from these Agents when they first access the Service. If you sign-up for a free trial account, you are not required to enter your credit card information unless and until you decide to continue with a paid subscription to the Service. A third-party intermediary is used to manage credit card processing. This intermediary is not permitted to store, retain, or use your billing information for any purpose except for credit card processing on Supbine’s behalf.
Supbine may use the personal information provided to operate the Service and tailor its customers’ needs, for billing, identification and authentication, to contact and communicate with you and your Agents about the Service and your and their use of the Service, send marketing materials (subject to your opt-out option), for research purposes, and to generally improve the content and functionality of the Service.
Supbine may also share personal information with its third-party service providers (such as its credit card processors and hosting partners) to provide the necessary hardware, software, networking, storage, and other services we use to operate the Service and maintain a high quality user experience. We do not permit our service providers to use the personal information that we share with them for their marketing purposes. Some of our pages utilize framing techniques to serve content to/from our partners while preserving the look and feel of our site. Please be aware that you are providing your personal information to these third parties and not to Supbine.Log Files
As is true with most websites, Supbine gathers certain information automatically and stores it in log files. This information includes internet protocol addresses, browser, internet service provider, referring/exit pages, operating system, date/time stamp, and click stream data as well as certain personal information such as user name, user email address and other information that may be included in open textual fields. We generally use this information as we would Usage Data to analyze trends, administer and maintain the Service, or track activity within the Service. Our application log files are subject to the same strict data security policies and procedures as the application databases for our Service.
We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, or site functionality.
Technologies such as cookies, beacons, tags and scripts are used by Supbine and our marketing partners, affiliates, or analytics or service providers. These technologies are used in analyzing trends, administering the site, tracking users’ movements around the site and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies by these companies on an individual as well as aggregated basis.
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If you want to learn more about cookies, or how to control or delete them, please visit http://www.aboutcookies.org for detailed guidance. In addition, certain third party advertising networks, including Google, permit users to opt out of or customize preferences associated with your internet browsing. To learn more about this feature from Google, click here.
Many jurisdictions require or recommend that website operators inform users as to the nature of cookies they utilize and, in certain circumstances, obtain the consent of their users to the placement of certain cookies. If you are a customer of Supbine, it is your responsibility to inform the individuals with whom you interact using the Service, including your Agents and End- Users as to the types of cookies utilized in the Service and, as necessary, to obtain their consent. You can find our more about each cookie by viewing our current cookie list. In addition, if you require more specific information as to the nature of the cookies utilized in the Service for purposes of fulfilling these obligations, please contact us by email at [email protected]
We use Local Storage Objects (LSOs) such as HTML5 to store content information and preferences. Various browsers may offer their own management tools for removing HTML5 LSOs. Third parties with whom we partner to provide certain features on our site or to display advertising based upon your Web browsing activity use LSOs such as Flash to collect and store information. To manage Flash LSOs please click here.
We partner with a third party to either display advertising on our Web site or to manage our advertising on other sites. Our third party partner may use technologies such as cookies to gather information about your activities on this site and other sites in order to provide you advertising based upon your browsing activities and interests. If you wish to not have this information used for the purpose of serving you interest-based ads, you may opt-out by clicking here (or if located in the European Union click here). Please note this does not opt you out of being served ads. You will continue to receive generic ads.Other Information Sharing
In addition to the purposes described above, we disclose personal information to respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against legal claims. We may also share such information if we believe it is necessary in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service, or as otherwise required by law. We may share information, including personal information with any member of the Supbine Group for the purposes stated herein.Links to Other Websites
The Service contains links to websites and applications other than the Service, including websites and applications operated by affiliates and other third parties (“Third Party”). If you submit personal information to any of those sites, your information is governed by their privacy policies. We encourage you to read the privacy statements of Third Party websites and applications linked to the Service when you leave the service. This Policy applies only to information collected by the Service.Public Forums
The Service (including the Supbine Websites) offers publicly-accessible blogs or community forums. You should be aware that any information provided in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog or community forum, contact us at [email protected] In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.Single Sign-On
You can log in to our site using sign-in services such as Facebook Connect or an Open ID provider. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Services like Facebook Connect give you the option to post information about your activities on this Web site to your profile page to share with others within your network.
From time to time, we post customer testimonials on the Supbine Websites that may contain personal information. We obtain the customers’ consent to post their names along with their testimonials. If customers wish to update or delete their testimonial, they can contact us at [email protected]
Supbine is committed to ensuring the security of your personal information. We utilize robust precautions to protect the confidentiality and security of the personal information within the Service, by employing technological, physical and administrative security safeguards, such as firewalls and carefully developed security procedures. For example, when you enter confidential information (such as login credentials or information submitted from within the Service) we encrypt the transmission of that information using secure socket layer technology (SSL). These technologies, procedures and other measures are used in an effort to ensure that your data is safe, secure, and only available to you and to those you authorized to access your data. However, no internet, e-mail or other electronic transmission is ever fully secure or error free, so you should take care in deciding what information you send to us in this way.
Supbine has certified compliance with the U.S. – EU and U.S. – Swiss Safe Harbor Frameworks for protecting the privacy of data flowing from the European Economic Area (EEA) or Switzerland to the United States, as set forth by the US Department of Commerce. Supbine and the other entities that comprise the Supbine Group are committed to adherence to the principles set forth in these frameworks regarding the collection, use and retention of personal information from EU member countries and Switzerland as well as related principles of notice, choice, onward transfer, security, data integrity, access and enforcement.
We frequently enter agreements with our customers located in the EEA to provide them access to our Service, which includes the processing of information relating their customers. In providing our Service, we do not own, control or direct the use of the information stored or processed on our platform at the direction of our customers, and in fact we are largely unaware of what information is being stored on our platform and only access such information as reasonably necessary to provide the Service (including to respond to support requests), as otherwise authorized by our customers or as required by law. We are the data processors and not the data controllers of the information on our platform for purposes of the EU Directive on Data Protection (Directive) and the Swiss Federal Act on Data Protection. Our EEA or Switzerland based customers, who control their customer data and send it to Supbine for processing, are the “controllers” of that data and are responsible for compliance with the Directive. In particular, Supbine’s customers are responsible for complying with the Directive and relevant data protection legislation in the relevant EEA member state before sending personal information to Supbine for processing. We work with our customers to help them provide notice to their customers concerning the purpose for which personal information is collected.
As the processors of personal information on behalf of our customers, we follow their instructions with respect to the information they control to the extent consistent with the functionality of our Service. In doing so, we implement technical, physical and administrative measures against unauthorized processing of such information and against loss, destruction of, or damage to, personal information as more fully described above under the section above entitled, “Protection of Information”.
Unless we expressly agree otherwise (including through our Terms of Service), we may host and process data, including personal information, in the United States and in other countries through the Supbine Group and third parties that we use to operate and manage the Service. When you access or use the Service, or otherwise provide information to us, you are consenting, on behalf of you and your authorized Agents or End-Users, (and representing that you have the authority to provide such consent) to the processing and transfer of information in and to the United States and other countries which may have different privacy laws from your or their country of residence.
We process and store information on behalf of our customers. Supbine has no direct relationship with the individuals with whom our customers may interact using the Service. If you are an individual interacting with a customer of the Service and would no longer like to be contacted by that customer, please contact that customer directly. We may transfer personal information to companies that help us provide our service. Transfers to subsequent third parties are covered by the Terms of Service with our customers. If you are a Supbine customer and would like to opt-out of getting marketing communications from Supbine please contact us at [email protected] or follow the unsubscribe instructions included in each marketing email. Requests to opt-out of transfers to our third-party vendors may also be submitted, but limitations on data sharing may make it difficult or impossible to provide the Service in this manner.
Customers may update or change the personal information they have provided Supbine by logging into the Service and providing such additional information where applicable. If you are our customer and would like to gain access to, or request deletion of information we have collected as “data controllers,” please contact us at [email protected] We will respond to such queries within thirty (30) business days. Individuals seeking access to, or who would like to correct, amend, or delete data which may be stored in the Service should direct his query to the applicable Supbine customer acting as the “data controller” for such information. If requested to remove individual’s data by our customer, we will respond within thirty (30) days.
Supbine will retain personal information we process on behalf of our customers or collect directly from our customers for as long as needed to provide Service to our customers, subject to our compliance with this Policy. We may further retain and use this personal information as necessary to comply with our legal obligations, maintain accurate accounting, financial and other operational records, resolve disputes, and enforce our agreements. We have established internal policies for the deletion of data from customer accounts following termination of a customer’s subscription to the Service.
Supbine does not knowingly collect any personal information from children under the age of 13. If you are under the age of 13, please do not submit any personal information through our Service. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Policy by instructing their children never to provide personal information through our Service without their permission. If you have reason to believe that a child under the age of 13 has provided personal information to Supbine through our Service, please contact us, and we will use commercially reasonable efforts to delete that information.
If we make any material changes to this Policy, we will notify you by email, through the Service, or by posting a prominent notice on the Supbine Websites prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices. Your continued use of the Service constitutes your agreement to be bound by such changes to this Policy. Your only remedy, if you do not accept the terms of this Policy, is to discontinue use of the Service.
Supbine may assign or transfer this Policy, and your user account and related information and data, including any personal information, to any person or entity that acquires all or substantially all of the business, stock or assets of, or is merged with, Supbine.
If you have questions regarding this Policy or about the privacy practices of Supbine, please contact us by email at [email protected] or at:
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